TERMS & CONDITIONS
Definitions
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 4.
Conditions: the terms and conditions set out in this document as amended from time to time.
Consultant: means the provider of the Services as engaged by Front & Centre® from time to time.
Contract: the contract between Front & Centre® and the Customer for the sale and purchase of the Services in accordance with these Conditions and the Proposal.
Customer: the person or firm who purchases Services from Front & Centre®.
Data Protection Legislation: means:
- To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
Delivery Dates: the date(s) for delivery of the Services as set out in the Proposal.
Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Front & Centre®: BMD Learning LTD T/A Front & Centre® registered in England and Wales with company number 11689379
Materials: the materials used by the consultant to provide the Services, more particularly set out in the Proposal.
Order: the Customer’s order for Services as set out in the Proposal.
Proposal: the description or specification of the Services to be provided set out in writing by Front & Centre® to the Customer.
Services: the services supplied by Front & Centre® to the Customer as set out in the Proposal.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
- Contract
- The quotation to provide the Services for a certain price as set out in the Proposal will only be valid for three months from the date of the Proposal, unless such quotation is previously withdrawn prior to the Client’s acceptance.
- The acceptance of the quotation within a Proposal shall constitute an offer by the Customer to purchase the Services in accordance with these Conditions.
- The Proposal shall only be deemed to be accepted when Front & Centre® issues written acceptance of the Proposal at which point and on which date the Contract shall come into existence.
- The Services to be provided Front & Centre® are set out in Proposal to/in which these Conditions are appended/referred. The Proposal and these Conditions shall together form the Contract.
- These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
- Supply of Services
- Front & Centre® shall provide the Services in accordance with the Proposal in all material respects.
- Front & Centre® reserves the right to amend the Proposal if necessary to comply with any applicable law or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services and Front & Centre® shall notify the Customer in any such event.
- Front & Centre® warrants to the Customer that the Services will be provided using reasonable skill and care.
- Front & Centre® will endeavour to meet any Delivery Date, but any such dates are estimates only, and time shall not be of the essence for performance of the Services.
- If any consultants are named in the Proposal, then so far as reasonably practicable, those consultants shall undertake the Services. If a consultant is for any reason unable to attend a Delivery Date, Front & Centre® will either:
- provide a substitute consultant of similar competence; or
- reschedule the Delivery Date.
- Except as expressly provided in the Proposal, Front & Centre® will not provide legal, accountancy, or tax advice. Should legal, tax or accountancy advice be required in relation to the Services the Customer will obtain this themselves.
- All warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.
- Customer Obligations
- The Customer shall:
- Ensure that the terms of the Order and the contents of the Proposal are complete and accurate;
- Co-operate with Front & Centre® in all matters relating to the Services;
- Provide Front & Centre® with such information and materials as Front & Centre® may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
- obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
- comply with any additional obligations as set out in the Proposal.
- The Customer shall fully disclose all relevant information to Front & Centre® to enable the consultant to provide the Services. The Customer shall ensure that any sample information is true and accurate and is representative of the business as a whole.
- If the Customer is to supply the consultant with any documents, materials, assistance, data or other information (which together with the materials referred to in clause 2 shall be called the “Input Materials”) these shall be supplied within sufficient time to enable the consultant to perform the Services in accordance with the Contract. Front & Centre® shall not be liable or deemed to be in breach of contract if the Input Materials are delayed, incomplete or inaccurate, and any additional Services required because of this may result in further charges to the Customer.
- Charges and Payment
- the Charges for the Services are as set out in the Proposal and are quoted exclusive of value added tax chargeable from time to time (VAT) (which the Customer shall pay in addition to the Charges at the applicable rate).
- Front & Centre® shall invoices the Customer in accordance with the payment schedule detailed in the Proposal. Any further invoices in respect of expenses incurred during provision of the Services will be issued following completion of the Services.
- Unless specified otherwise in the Proposal, the Customer shall pay each invoice submitted by Front & Centre® within 14 days of the invoice date; and time for payment shall be of the essence of the Contract.
- The Customer shall reimburse all travel, food and drink and accommodation expenses properly and necessarily incurred by the Consultant in provision of the Services including:
- Car – 60p per Mile
- Train – First Class
- Aeroplane – Economy (Short Haul), Business Class (Long Haul)
- Rescheduling and Cancellation
- Front & Centre® reserves the right to reschedule and/ or cancel a Delivery Date at any time.
- In the event Front & Centre® cancels and does not reschedule a Delivery Date, Front & Centre® shall refund the Customer the total Charges paid to Front & Centre® in respect of that Delivery Date.
- The Customer shall not reschedule and/ or cancel a Delivery Date for the Services in whole or in part without prior approval of Front & Centre®.
- Where a Delivery Date is cancelled or rescheduled by the Customer under clause 3, the Customer shall be liable to pay the rescheduling or cancellation fees as follows:
Date of cancellation/ rescheduling prior to Delivery Date | Charges payable in respect of that Delivery Date |
Over 6 months | No fee |
Over 3 months to 6 months | 25% of the Charges for that Delivery Date |
Over 6 weeks to 3 months | 50% of the Charges for that Delivery Date |
6 weeks or less | 100% of the Charges for that Delivery Date |
- Front & Centre® will endeavour to accommodate any changes to the Services where requested by the Customer but shall have no obligation to accept any requested changes.
- Where Front & Centre® agrees to any changes requested by the Customer under clause 5, Front & Centre® reserves the right to charge the Customer for any additional work carried out and all other reasonable costs incurred due to cancellation or rescheduling of any part of the Services.
- Intellectual Property Rights
- All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights provided by the Customer) shall be owned by Front & Centre®
- Front & Centre® grants to the Customer a fully paid- up, worldwide, irrevocable, non-exclusive and royalty- free licence to use such the Materials (excluding materials provided by the Customer) for the purpose of receiving and using the Services and for any other purpose as specified in the Proposal.
- The Customer undertakes that it will not use, exploit or adapt such Materials except as set out in clause 2, and the Customer shall procure that its directors and employees to whom such documents and materials are disclosed are aware of and comply with such undertaking.
- The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 2.
- The Customer grants Front & Centre® a fully paid-up, non-exclusive, royalty- free, non-transferable licence to copy and modify any materials provided by the Customer to Front & Centre® for the purpose of providing the Services to the Customer.
- Materials produced by Front & Centre® are for use only in the part of the Customer’s organisation for which they are designed. Front & Centre® shall not be liable for any loss, damage, claims or expenses incurred or suffered by the Customer from usage of the Materials in any other part of the Customer’s organisation.
- Confidentiality
- Each party undertakes that it shall not at any time (and shall procure that its employees, officers, representatives, contractors and advisers do the same) disclose to any person any information of a confidential nature (including, without prejudice to the generality of the foregoing, any information concerning the business, affairs, customers, clients, suppliers, copyright materials and proprietary techniques) obtained from the other by reason of this Contract, except as set out in clause 2.
- Each party may disclose the other party’s confidential information:
- which is already in the public domain;
- where required by law, a court of competent jurisdiction or any governmental or regulatory authority;
- To its employees, officers, representatives, or advisers who need to know such information for the purpose of exercising the party’s rights or carrying out its obligations under or in connection with this agreement; or
- which the disclosing party can show was in its possession before disclosure by the other.
- Neither party shall use, copy or reproduce any such confidential information except for the purposes for which such information was disclosed.
- Data Protection
- Both parties shall comply with the DataProtection Legislation when handling personal data relating to provision of the Services including personal data relating to either party’s employees, workers, contractors, consultants, suppliers or agents.
- Non- Solicitation of Employees or Contractors
- In order to protect the legitimate business interests of the parties, the Customer covenants with Front & Centre® that it shall not solicit or entice away or attempt to solicit or entice away, the services of any firm, company or person employed or engaged by Front & Centre® during the term of this agreement who has been engaged in the provision of the Services.
- The Customer also undertakes that, other than in concert with Front & Centre® or with Front & Centre’s express prior written approval, it shall not, directly or indirectly:
- engage with, seek, encourage or respond to any approach from any firm, company or person employed or engaged by Front & Centre® in the provision of the Services; and
- shall procure that its officers, employees, agents, advisers and other representatives comply with this clause as if they were the Customer.
- The parties shall be bound by the covenants set out in this clause during the term of the Contract and for a period of 12 months after the completion of the Services.
- Limitation of Liability
- Nothing in this clause 10 shall limit the Customer’s payment obligations under the Contract.
- Nothing in this Contract limits any liability which cannot legally be limited including but not limited to liability for:
- death or personal injury caused by negligence; and
- fraud or fraudulent misrepresentation.
- Subject to clause 2, Front & Centre® shall not be liable for any loss of profit, loss of sales or business, loss of agreements or contracts, loss of use or corruption of software, data or information, loss of or damage to goodwill, loss of anticipated savings and indirect special or consequential loss arising out of or in connection with the Services.;
- Subject to clause 2, Front & Centre’s total liability to the Customer under the Contract shall not exceed the Charges in relation to the invoice for the Delivery Date which has triggered the potential liability.
- The Customer shall indemnify Front & Centre® in full for and against all claims, costs expenses or liabilities whatsoever and howsoever arising, incurred or suffered by Front & Centre® including all legal expenses and other professional fees (together with any VAT thereon) in relation to any failure by the Customer to comply with its obligations under this Contract.
- This clause 10 shall survive termination or expiry of the Contract.
- Termination
- Without affecting any other right or remedy available to it, either party may immediately terminate the Contract by giving written notice to the other party if:
- the other party commits a material breach of any term of the Contract and fails to remedy (if remediable) the breach within 30 days of a written notice to do so; or
- the other party takes any step or action in connection with its entering administration, provisional liquidation, having a receiver appointed to any of its assets. ceasing to carry on business, declaring bankruptcy or makes a voluntary arrangement with its creditors.
- Without affecting any other right or remedy available to it, Front & Centre® may terminate or suspend Services under the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
- General
- Neither party shall be in breach of this Contract nor liable by reason of any delay in or failure to perform its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
- The Proposal and these Conditions form the entire agreement between the parties in respect of the Services and supersedes and extinguishes all prior agreements, promises, assurances, warranties, representations or understandings between them, whether written or oral, in relation to the Services.
- The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without Front & Centre’s prior written consent.
- The Contract between the parties does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
- Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by each party (or their authorised representatives).
- If there is any conflict between the terms of the Proposal and these Conditions the Proposal shall prevail.
- A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
- If any provision or part provision of the Contract is or becomes illegal, invalid or unenforceable that provision shall be deemed deleted, but that shall not affect the validity and enforceability of all other provisions in this Contract. If any provision or part- provision of this Contract deleted under this clause 8, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
- Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or pre-paid first-class post or other next working day delivery service at its registered office or sent by email to the address specified in the Proposal. Any notice or communication shall be deemed to have been received, if delivered by hand at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9:00am on the second Business Day after posting. This clause 9 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
- The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the laws of England and Wales.
- Each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
It is hereby agreed to and understood by both parties that this Contract shall be binding upon and inure to the benefit of each of the parties hereto, their respective successors and assigns. The terms and conditions outlined in this Contract shall remain in full force and effect until the completion of the Services, or until terminated as provided in this Contract.